Nevada § 78.355 - Stockholders' proxies

§ 78.355. Stockholders' proxies

1. Each stockholder entitled to vote at a meeting of stockholders or to express consent

or dissent to corporate action in writing without a meeting may authorize another

person or persons to act for such stockholder by proxy. If any stockholder designates two or more persons to act as proxies, a majority

of those persons present at the meeting or a majority of those persons granting consent

or exercising a right of dissent in writing, or, if only one is present or consenting

or dissenting in writing, then that one has and may exercise all of the powers conferred

by the stockholder upon all of the persons so designated unless the stockholder provides

otherwise. The proxy may be limited to action on designated matters. 2. Without limiting the manner in which a stockholder may authorize another person

or persons to act for him or her as proxy pursuant to subsection 1, a stockholder

may sign a writing authorizing another person or persons to act for him or her as

proxy. 3. Any copy, communication by electronic transmission or other reliable reproduction

of the writing created pursuant to subsection 2 may be substituted for the original

writing for any purpose for which the original writing could be used, if the copy,

communication by electronic transmission or other reproduction is a complete reproduction

of the entire original writing. 4. Except as otherwise provided in subsection 5, no such proxy is valid after the

expiration of 6 months from the date of its creation unless the stockholder specifies

in it the length of time for which it is to continue in force, which may not exceed

7 years from the date of its creation. Subject to these restrictions, any proxy properly created is not revoked and continues

in full force and effect until: (a) Another instrument or transmission revoking it or a properly created proxy bearing

a later date is filed with or transmitted to the secretary of the corporation or another

person or persons appointed by the corporation to count the votes of stockholders

and determine the validity of proxies and ballots; or (b) In the case of a meeting of stockholders, the stockholder revokes the proxy by

attending the meeting and voting the stockholder's shares in person, in which case,

any vote cast by the person or persons designated by the stockholder to act as a proxy

or proxies must be disregarded by the corporation when the votes are counted. 5. A proxy shall be deemed irrevocable if the written authorization states that the

proxy is irrevocable, but is irrevocable only for as long as it is coupled with an

interest sufficient in law to support an irrevocable power, including, without limitation,

the appointment as proxy of a pledgee, a person who purchased or agreed to purchase

the shares, a creditor of the corporation who extended it credit under terms requiring

the appointment, an employee of the corporation whose employment contract requires

the appointment or a party to a voting agreement created pursuant to subsection 3

of NRS 78.365 . Unless otherwise provided in the proxy, a proxy made irrevocable pursuant to this

subsection is revoked when the interest with which it is coupled is extinguished,

but the corporation may honor the proxy until notice of the extinguishment of the

proxy is received by the corporation. A transferee for value of shares subject to an irrevocable proxy may revoke the

proxy if the transferee did not know of its existence when the transferee acquired

the shares and the existence of the irrevocable appointment was not noted conspicuously

on the certificate representing the shares or on the information statement for shares

without certificates. 6. If any stockholder subject to a properly created irrevocable proxy attends any

meeting of the stockholders or attempts to grant a consent or exercise a right of

dissent for which the authorization grants authority to act on the stockholder's behalf

at the meeting, or in granting a consent or exercising a right of dissent, as applicable,

to a proxy or proxies, unless expressly otherwise provided in the written authorization

or electronic record: (a) Only the proxy or proxies may have and exercise all the powers of the stockholder

at the meeting or in granting a consent or exercising a right of dissent, as applicable;

and (b) Only a vote, consent or dissent, as applicable, of the proxy or proxies may be

regarded as valid by the corporation.